Buying or Selling a Business? Get Legal Counsel Through Every Stage of the Deal

Business Acquisition and Sale Counsel for Buyers and Sellers in Coral Gables

A business acquisition and sale lawyer in Coral Gables handles the legal side of buying or selling an operating business, from the first letter of intent through closing. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm focuses on business matters for clients across Miami-Dade and Broward County, including acquisitions, sales, contracts, commercial leases, employment issues for employers, and succession planning.

The work covers two main deal types. An asset sale moves specific assets and contracts to the buyer. An equity sale moves membership interests or shares, so the company itself changes hands.

This service fits:

• Owners planning an exit to a third party, a management team, or a competitor.
• Buyers and investors acquiring a going concern.
• Partners or family members handling a buyout or ownership transfer.

KEW Legal also acts as outside general counsel for business owners and investors. In that model, the same firm handles the deal and the company’s ongoing legal needs.

What the Representation Covers

Counsel covers each document and decision from the first letter of intent through closing. Here is what that includes:

• Letter of intent review. We check which terms bind you, such as exclusivity periods, and which do not.
• Due diligence coordination. We organize requests for corporate records, contracts, leases, licenses, employment files, tax filings, and lawsuit history.
• Purchase agreement work. This covers asset purchase agreements and membership interest purchase agreements, including drafting and negotiation.
• Protective terms. Representations, warranties, indemnification, escrow or holdback, and disclosure schedules.
• Transfers of leases, vendor contracts, and permits. Many contracts need third-party consent before they move to a buyer.
• Closing and transition. Closing documents, lien payoffs, and post-closing tasks such as employee and vendor notices.

How a Business Sale or Acquisition Moves From Start to Closing

A deal moves in stages, and each stage sets up the next one. Skipping or rushing a stage can leave issues unaddressed.

1. Initial consultation. We review your goals, price expectations, and timing.
2. Letter of intent. The parties agree on the main terms. Some parts may bind you even though the deal is not final.
3. Due diligence. The buyer checks the company’s records and contracts. This step often uncovers issues that change the price.
4. Purchase agreement. Drafting and negotiation usually take the longest.
5. Closing. Funds move, documents are signed, and required filings are made. Depending on the entity type and the change involved, a filing with the Florida Division of Corporations may be required.
6. Post-closing. Employees, landlords, and vendors receive notice, and transitions begin.

Timelines vary with deal size, complexity, and third-party consents. No closing date can be promised in advance.

Contract Terms That Most Often Shift the Value of a Deal

The price structure, limits on the seller’s liability, and any non-compete are terms worth reviewing closely because they can affect what each side actually receives. Each term is negotiated based on your position in the deal.

• Price structure. Cash at closing, seller financing, earnouts tied to revenue or profit, and working capital adjustments all change what the seller actually receives.
• Indemnification and escrow. Caps, claim deadlines, and holdback amounts decide how much the seller pays if a problem appears later.
• Non-compete covenants. Whether a non-compete can be enforced in Florida depends on how it is written and what it restricts, so the agreement should be reviewed before an employee signs it or leaves the business. Florida’s restrictive covenant statute, Fla. Stat. § 542.335, applies different presumptions of reasonable duration to covenants given by the seller of a business than to covenants given by employees.
• Successor tax exposure. Under Fla. Stat. § 213.758, a buyer that acquires a business or certain of its assets may, in some circumstances, become liable for the seller’s unpaid Florida taxes. The statute sets conditions and limits on that liability, including the effect of a receipt or certificate from the Florida Department of Revenue and of withholding from the purchase price, so those terms should be reviewed for the specific transaction.
• Pre-sale cash moves. A transfer can be challenged by earlier creditors if the seller made it without receiving reasonably equivalent value and was insolvent at the time or became insolvent as a result (Fla. Stat. § 726.106), and other provisions of Florida’s fraudulent transfer law may also apply. Owners who pull cash out before a sale should check this first.

Who Typically Needs This Service and Common Situations

This service fits owners, buyers, and partners facing a decision on transferring a business or its ownership. Each situation links to related work on partnership disputes, vendor contracts, and commercial leases.

• Sellers exiting to a third party, a management team, or a competitor.
• Buyers and investors taking over a going concern, including a buyer who must take over an existing lease.
• Partners buying out a departing owner. Under Florida’s partnership statute, which governs partnerships rather than LLCs or corporations, when a partner dissociates without the partnership being dissolved, the partnership generally must buy the departing partner’s interest, subject to the statute’s terms and exceptions. If no agreement is reached within 120 days after a written demand for payment, the partnership generally must pay in cash its estimate of the buyout price and accrued interest, reduced by any offsets and accrued interest the statute allows, although a partner who wrongfully dissociates before the end of a definite term or particular undertaking may not be entitled to payment until that term ends or the undertaking is completed (Fla. Stat. § 620.8701).
• Family transfers that combine succession planning with a sale or gift.
• Owners with transfer limits. A transfer of a transferable interest in an LLC made in violation of a restriction in the operating agreement is ineffective as to a person having notice of the restriction at the time of the transfer (Fla. Stat. § 605.0502). Corporate share restrictions may require a holder to offer shares first to the company or others (Fla. Stat. § 607.0627).

Why Clients Work With KEW Legal on Business Transactions

KEW Legal focuses its work on business law, including buying and selling companies. The firm’s approach has four parts.

• Business law focus. The firm’s work centers on acquisitions, sales, contracts, commercial leases, employment issues for employers, and succession planning.
• Continuity after closing. Under the outside general counsel model, the same firm can help with leases, vendor contracts, and employment items after the deal closes.
• Entity-specific structure. An asset sale, a membership interest sale, and a stock sale each move liabilities and approvals differently. The company’s governing documents often decide which approvals apply. Tax treatment also varies by entity type, as the IRS guidance on business structures explains.
• Written fee disclosure. We explain the fee structure in writing before you engage us, including any filing and registration costs you may owe in addition to legal fees.

The consultation covers your documents, the deal structure options, and the next steps. We do not promise results, prices, or closing dates. Each deal turns on its own facts.

Questions Business Owners and Buyers Ask Before Hiring a Lawyer

Most of these questions come down to what you sign first and who must approve the deal.

Do I need a lawyer before signing a letter of intent?

Early review helps. Some letter of intent terms can bind you before the final deal is signed.

Can my business partner block a sale?

It depends on the entity type: for an LLC, the operating agreement can often address this, while corporations and partnerships are governed by different statutes and governing documents. Subject to certain exceptions in Florida’s LLC statute, the operating agreement governs relations among the members as members and between the members and the limited liability company, and to the extent the agreement does not otherwise provide for such a matter, the statute’s chapter governs it.

What happens to business debts after a sale?

It depends on the deal type. In an asset sale, the buyer takes the assets and contracts the agreement names. Tax claims can follow a transfer, so buyers should check tax status either way.

How are legal fees handled?

We state the fee and cost structure in writing before you engage us. That includes amounts you may owe beyond legal fees, such as filing fees.

Will the deal close on a set date?

No date can be promised. Timing depends on due diligence, third-party consents, and the other side’s responses.

Where do I start?

Gather your letter of intent, recent financial statements, and entity documents. Those files let us review your position from the start.

Talk to a Coral Gables Business Sale and Acquisition Lawyer

If you have a signed letter of intent or a buyer ready to close, KEW Legal can review the deal with you. A business acquisition and sale lawyer in Coral Gables can check the terms that affect price, liability, and transfer approvals before you commit.

If part of your matter falls outside these practice areas, we will tell you. We may refer you to another lawyer or firm for that part.

KEW Legal, Coral Gables, Florida. Call 305-990-2300 or send us a message through our contact page before you sign.